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Business

BOARD DIRECTION

By
Zachery Kouwe
Published April 13, 2008, 5:06 a.m. ET

The future of the Internet rests in the hands of Yahoo!’s 10-member board of directors.

The board, which met Friday, is weighing whether to accept a $44 billion takeover offer from software giant Microsoft or find another company to link up with in order to deliver value to shareholders – as well as deliver enough substance to allow it to ward off search titan Google.

The decision by Yahoo!’s board will impact several media heavyweights, including Time Warner’, which is weighing a cash infusion into a combined Yahoo!-AOL entity, and News Corp., which is said to be talking about hooking up with Microsoft in a move likely to boost the company’s offer. News Corp. owns The Post.

The consolidation with search and online advertising is aimed at stemming the unchecked growth of Google, which now dominates both multi-billion dollar sectors.

At the board meeting, led by Chairman Roy Bostock, the members were split, unable to choose between accepting or flatly rejecting the Microsoft offer, or accepting the AOL scenario, according to several published reports. Instead, the fractured board advised the company to pursue both options.

“While Yahoo!’s board has a fiduciary duty to maximize shareholder returns, running the risk of derailing

a deal is dangerous to Yahoo! shareholders,” said Jefferies analyst Youssef Squali after Microsoft’s offer was

announced in February.

While Bostock keeps one eye on Yahoo!, he’s also in the throes of another multi-billion dollar merger as the chairman of Northwest Airlines, which is in negotiations to be taken over by Delta.

“There is no question that Bostock is distracted in this process,” said one source close to Microsoft.

Yahoo! board member Gary Wilson, the former chairman of Northwest and still a significant shareholder,

also has his hands full. He accepted the invitation from two hedge funds to seek a board seat at railroad giant CSX Corp., one of the most contentious proxy fights this year.

Other Yahoo! board members who will help re-shape the Internet are:

* Robert Kotick, who serves as CEO of video game giant Activision, maker of the popular “Guitar Hero” title, and is busy closing the deal to sell his company to media giant Vivendi.

* Maggie Wildrotter, the only woman on the board and a former senior executive at Microsoft.

* Eric Hippeau and Arthur Kern, both close to Yang, have served on the board since before

Yahoo’s 1996 IPO. Kern is an investor in several media and marketing companies, and Hippeau is managing partner of venture capital firm Softbank Capital.

* Edward Kozel, who is the CEO of network platform Skyrider and one of the board’s three trained electrical engineers.

Time is running short for Yahoo! boss Jerry Yang to find a solution for the company he founded. Microsoft chief Steve Ballmer threatened a proxy fight in about two weeks if the board didn’t give in.